White Mountains Insurance Group, Ltd.
Transcription
White Mountains Insurance Group, Ltd.
White Mountains Insurance Group, Ltd. 2001 Management Report Table of Contents Letter from Jack Byrne, Chairman and CEO 1 Letter from Tom Kemp, President 2 White Mountains Insurance Group, Ltd. Business Description 3 Parent Company “Look Through” Balance Sheets & Income Statements 6 Letter from Ray Barrette, Chairman and CEO OneBeacon 8 Letter from Steve Fass, President and CEO Folksamerica 11 Letter from John Gillespie, Managing Director Investments & Capital 14 Insurance Operations Summary Financial Information 16 White Mountains’ Operating Principles 19 A Tribute to Jack Byrne 20 Corporate Information 21 Our 2001 Management Report on White Mountains is presented to you on the following pages. Our more formal Annual Report on Form 10-K holds a wealth of important information about our operations. That document, along with those incorporated by reference therein, comprise our annual report in its entirety. Producing this management report separately offers us more flexibility to discuss our business philosophies and expectations with our owners. We hope both documents help us to fulfill our fiduciary duty to give our owners an unemotional, straight-up report of current facts and prudent vision of where we are headed. As We See Changes On The Horizon... We’re Charting The Course. Dear Fellow Shareholders, The year 2001 has produced a sea change, in ourselves, in our country, and in our industry. Our own colleagues at Folksamerica teetered on the precipice of ground zero when their headquarters at One Liberty Plaza was in danger of collapse and had to be evacuated. Our clients, customers, friends and co-workers lost loved-ones, and we each lost our innocence. As our country has, the insurance industry will emerge stronger from the ordeal. We had a lot to learn, and by many indications, we have learned it. By all accounts our industry has honored its obligations, even when the true exposures were inadequately understood. I am proud that our products and services provide the confidence for our modern world to function—to accept risk that would otherwise undermine our economy’s potential for prosperity. Return on Equity (three-year rolling) (percent) 45 45 40 36% 35 40 Once again, our simple operating principles have been underscored by these challenges; once again, we feel fortunate we have lived by them. You can probably recite them by memory, but they have never been more important: underwriting, the bedrock skill of our enterprise, must come first; we must keep a disciplined balance sheet; we must invest for total return; and the last, which says the most, we must think like owners. The book value, economic value and market value of your enterprise all grew in 2001, in spite of the year-long restructuring at OneBeacon and the unimaginable catastrophe that enveloped our country at year-end. Our balance sheet starts 2002 in good condition. We will be reworking the size and shape of our debt. Ray Barrette and his team at OneBeacon and Steve Fass and his team at Folksamerica have put our lead companies in a strong position to fully support our customers in their time of need. We have created two new Bermuda enterprises—Montpelier Re and Fund American Re and have added another fine executive to our stable of talent: Tony Taylor, the “King of Lloyds.” Jack Byrne Chairman and Chief Executive Officer Insurance Leader of the Year “Ex Agendo Aestimemur” After 50 years in the insurance business, not much surprises me anymore. At a time when our industry may be the most important source of stability for our nation and economy, it is a comfort that our principles and our talented family of executives have stood up to the tests of 2001. I expect the next two years to be satisfying ones for our enterprise. Thank you for being our partners. Respectfully submitted, 35 30 26% 25 30 25 Market Value 20 20 15 15 10 10 Book Value 5 5 0 0 1995 1996 1997 1998 1999 2000 2001 I am pleased with the results of John Gillespie’s strategic moves on our assets. We ducked important bullets in the equity markets and made real money from our bond portfolio. Hatches are battened down for now. 1 Jack Byrne White Mountains Insurance Group, Ltd. Dear Fellow Shareholders, Your Company closed the year with a tangible book value of $225.81, up 20% from last year, thanks to the OneBeacon acquisition. Results from insurance operations for 2001 however, were disappointing— OneBeacon and Folksamerica, each with combined ratios in excess of 120%, fell short of targeted results. As Ray and Steve point out later, 2001 was a year of intense restructuring and reorganization at OneBeacon and one of incredible challenge at Folksamerica. Tangible Book Value Per Share* (millions) 250 250 $226 200 200 150 150 100 100 50 50 0 Tom Kemp President international reinsurance advisory and risk evaluation business. All three companies are poised to take advantage of opportunities developing in tightening global reinsurance markets. I am particularly excited about the prospects for Fund American Re as this company will serve as the foundation for our expansion in Europe and Asia. 0 1995 1996 1997 1998 1999 2000 2001 *adjusted for deferred credits and goodwill As Jack and Ray have often said, there is much work to be done but, as they also point out, substantial progress is being made. In addition to the OneBeacon acquisition, the Company’s big event for the year, 2001 gave witness to a number of smaller but important initiatives into the global reinsurance market. The Company helped create Montpelier Re. Fund American Re, our Bermuda reinsurance subsidiary, acquired an operation in Stockholm and Singapore. White Mountains Underwriting, our Irish subsidiary, became active in the As Jack notes in his letter, 2001 produced a sea change for the insurance industry. Nevertheless, management’s primary goal remains the same—to chart a course for your Company that, over time, builds economic value for you, our Owners, all the while stubbornly fixated on our operating principles. We trust you will look at the events of 2001 and judge that we acted wisely. The course is set—we are pleased you have chosen to join us. Respectfully submitted, Tom Kemp 2 White Mountains Insurance Group, Ltd. Business Description ONEBEACON White Mountains Insurance Group, Ltd. (White Mountains or the Company) was originally formed as a Delaware corporation in 1980 and became a Bermuda company in October 1999. The Company’s corporate headquarters and its registered office are located in Hamilton, Bermuda and its principal executive office is located in White River Junction, Vermont. White Mountains is a publicly held company and is listed on the New York Stock Exchange under the symbol ‘WTM’. Market capitalization at December 31, 2001, assuming the exercise of outstanding warrants to acquire Common Shares of the Company, was approximately $3.5 billion. White Mountains is an insurance holding company with business interests in insurance operations through its consolidated and unconsolidated affiliates in property and casualty insurance and reinsurance as further described below. At December 31, 2001, White Mountains reported total assets of $16.5 billion. Tangible shareholders’ equity, which takes into account the full conversion of warrants and other convertible securities into White Mountains’ Common Shares and unamortized deferred credits (net of goodwill), totaled approximately $2.3 billion, $225.81 per share. Investment of Owners' Capital* (millions) 3500 3500 $3,372 3000 3000 2500 2500 2000 2000 1500 1500 1000 1000 500 500 0 1995 1996 Other Operations 1997 1998 Mortgage Operations 1999 2000 0 2001 Insurance Operations * common and preferred equity plus debt (excluding debt of mortgage operations) OneBeacon Insurance Group (OneBeacon, formerly CGU Corp.), and its U.S. property and casualty insurance operations were acquired by White Mountains from London-based CGNU plc. on June 1, 2001 for $2.1 billion. Headquartered in Boston, Massachusetts, OneBeacon, whose roots date back 170 years, is committed to being a premier independent agency property/casualty insurance group in the Northeast and for certain national specialty businesses. OneBeacon offers a wide range of personal, commercial and specialty products and services, sold exclusively through select property/casualty independent agents. OneBeacon, with a current A. M. Best rating of A (excellent), reported GAAP equity of $3.0 billion at December 31, 2001 and net written premiums in 2001 of $3.5 billion. Approximately $1.2 billion of OneBeacon’s equity is dedicated to Folksamerica, Peninsula, MSA and Montpelier Re, discussed below, and $1.8 billion to support its own operations. On November 1, 2001, OneBeacon entered into a partnership with Liberty Mutual Insurance Group (Liberty Mutual) pursuant to which Liberty Mutual will assume control of the infrastructure, employees and underwriting responsibility for OneBeacon’s personal and commercial lines business written by OneBeacon in 42 states and the District of Columbia. Going forward, OneBeacon will operate as a super-regional company, focusing exclusively on New England, New Jersey, New York and selected specialty businesses. Effective with the close of the OneBeacon/ Liberty Mutual transaction, Liberty Mutual assumed responsibility for both operational and underwriting decisions on an estimated $1.5 billion of commercial and personal lines premium written in the affected regions. OneBeacon retained 3 all of the existing balance sheet related liabilities, including loss and unearned premium reserves. In connection with the transfer of the renewal rights, OneBeacon and Liberty Mutual entered into a quota share reinsurance agreement pursuant to which Liberty Mutual will cede two-thirds of the premium and net liabilities generated by renewals underwritten by Liberty Mutual in the first year, reducing to onethird in the second year of the partnership and finally to zero in the third year. FOLKSAMERICA Folksamerica Reinsurance Company (Folksamerica), a multi-line broker-market reinsurer, is White Mountains’ largest reinsurance subsidiary and provides property, casualty and marine reinsurance in the United States and throughout the world. White Mountains made its initial investment in Folksamerica in June of 1996 when it acquired a 50% ownership interest. It became a wholly-owned subsidiary in August of 1998. In 2001, Folksamerica received additional support from its parent company, OneBeacon, which boosted its GAAP equity to the $900 million level. This contribution nearly doubled the size of the company and greatly enhances Folksamerica’s strong position in a rapidly changing reinsurance marketplace. Folksamerica, with a current A.M. Best rating of A- (excellent), had net written premiums in 2001 of $459 million. Folksamerica has experienced significant acquisition activity in recent years, primarily through acquisitions including Christiania Re in 1996, Great Lakes American Re in 1997, USF Re in 1999, Risk Capital Reinsurance Company and PCA Property and Casualty Reinsurance Company in 2000 and C-F Insurance Company in 2001. White Mountains Insurance Group, Ltd. Folksamerica owns The Peninsula Insurance Company as well as American Centennial Insurance Company (ACIC) and British Insurance Company of Cayman (BICC), both of which are in run-off. At December 31, 2001, ACIC and BICC reported combined assets and equity of $88.5 million and $41.4 million, respectively. Fund American Re’s portfolio is a geographically well-diversified property/casualty book of reinsurance business with an emphasis on property lines. Premiums for 2001 amounted to approximately $95 million. The Stockholm branch accounted for approximately 90% of this business. PENINSULA FUND AMERICAN RE Fund American Reinsurance Company, Ltd., (Fund American Re) is a reinsurance company organized under the laws of Bermuda and a wholly-owned subsidiary of White Mountains. Headquartered in Bermuda, Fund American Re maintains underwriting offices in Stockholm, Sweden and Singapore. Fund American Re reported total assets of $126.3 million at December 31, 2001. White Mountains initial investment in Fund American Re was approximately $65 million. On December 20, 2001, Fund American Re acquired a substantial portion of the international reinsurance operations of Folksam International Insurance Company (Folksam). The Stockholm and Singapore staff of Folksam have joined Fund American Re and will continue to serve its clients. The Peninsula Insurance Company (Peninsula) is a Mid-Atlantic region, commercial and personal underwriter. Peninsula, with a current A.M. Best rating of A (excellent), reported GAAP equity of $22.4 million at December 31, 2001 and net written premiums in 2001 of $28.3 million. Peninsula specializes in private passenger automobile and other small commercial and personal lines. WHITE MOUNTAINS UNDERWRITING White Mountains Underwriting Limited (White Mountains Underwriting) was formed in December 2001 as a new, wholly-owned subsidiary of White Mountains. Set up in Dublin, Ireland, White Mountains Underwriting provides international reinsurance advisory and risk evaluation services to members of the White Mountains’ group and third parties. White Mountains Insurance Group Organizational Chart White Mountains Insurance Group Foreign U.S. OneBeacon 100% ownership Folksamerica 100% ownership Peninsula 100% ownership Bermuda Main Street America 50% ownership Fund American Re 100% ownership 4 Montpelier Re 20% ownership Ireland White Mountains Underwriting 100% ownership White Mountains Insurance Group, Ltd. Mark Stockton, formerly Chief Underwriting Officer of LaSalle Re Limited, heads the Dublin organization as President and CEO. He is supported by an experienced team of industry professionals who undertake in-depth underwriting analysis of both marine and non-marine reinsurance offers on behalf of its clients with a focus on excess of loss business. The Company’s remuneration consists of an overriding commission (a percentage of gross premiums) and profit-related incentives that are based on results of business recommended and subsequently underwritten by their principals. Last year, your Company proudly joined the growing list of Bermuda companies that actively support the Bermuda Foundation For Insurance Studies, an organization committed to training tomorrow’s insurance professionals. Securing the future: Mark Lima, BFIS President, receives the first pledge of $10,000 from Gordon Macklin, Deputy Chairman and Tom Kemp, President. Photo courtesy of The Bermuda Sun. MONTPELIER RE Montpelier Reinsurance Ltd. (Montpelier Re) was formed in December 2001 as a reinsurance company organized under the laws of Bermuda. Montpelier Re was formed to capitalize on the attractive market opportunity in the global insurance and reinsurance market and to satisfy the underserved segments of the market due to the impact of the World Trade Center disaster and other pressures that were already pervasive in the industry. Montpelier Re will focus on property reinsurance business through the broker market. Montpelier Re was initially capitalized with $874 million of private equity and $150 million of debt. OneBeacon invested $180 million for a 21% interest in the venture. Tony Taylor, formerly Deputy Chairman of Wellington Underwriting plc, is running the operation. As a founding shareholder, White Mountains assisted in Montpelier Re’s formation and is overseeing its corporate governance structure. Jack Byrne was elected Chairman and two other White Mountains representatives also serve on the board. For its efforts in founding the company, White Mountains received warrants to purchase approximately 800,000 common shares of the company. The warrants, which expire in January 2012, are immediately exercisable at a price of $100 per share. Upon exercise, White Mountains’ consolidated ownership interest will increase to 25% of the company, on a fully-diluted basis, assuming the exercise of all warrants and options. MAIN STREET AMERICA Main Street America Holdings, Inc. (MSA) is a subsidiary of National Grange Mutual Insurance Company (NGM), a New Hampshire domiciled property and casualty insurance company. White Mountains and NGM each hold a 50% interest in MSA. NGM’s principal lines of business are personal automobile, homeowners, commercial multi-peril and commercial automobile. Its business is focused primarily in New York, Massachusetts, Connecticut, Pennsylvania, New Hampshire, Virginia and Florida. MSA and NGM are participants in a pooling agreement pursuant to which NGM cedes 60% of its property and casualty business to 5 MSA. MSA, with a current A.M. Best rating of A (excellent), reported GAAP equity of $262.3 million at December 31, 2001 and total written premiums in 2001 of $306.8 million. P ARENT C OMPANY “L OOK T HROUGH ” B ALANCE S HEE TS (Unaudited) In millions of U.S. dollars, except per share data 2001 Assets Common equity securities and other investments Short-term investments Total investments Investment in OneBeacon [a] Investment in Folksamerica Investment in Montpelier Re Investment in Main Street America Investment in Fund American Re Investment in Peninsula Other assets $ Total assets Liabilities and Shareholders’ Equity Debt Convertible subordinated debt Deferred credits Other liabilities Total liabilities Preferred equity Common equity Total liabilities and shareholders’ equity As of December 31, 2000 59.7 184.8 244.5 1,755.8 836.9 177.4 133.7 63.9 22.4 172.1 $ 105.5 399.6 505.1 0.0 479.8 0.0 130.6 0.0 23.7 114.1 $ 3,406.7 $ 1,253.3 $ 825.0 260.0 641.4 65.4 1,791.8 170.3 1,444.6 $ 96.0 0.0 37.0 73.8 206.8 0.0 1,046.5 $ 3,406.7 $ 1,253.3 Common shares outstanding (000’s) Common and equivalent shares outstanding (000’s) 8,265 sh 10,048 sh 5,880 sh 5,961 sh Fully converted book value per common and equivalent share Unamortized deferred credits less goodwill per common and equivalent share $ 160.36 65.45 $ 177.07 10.58 Fully converted tangible book value per common and equivalent share $ 225.81 $ 187.65 [a] Excludes investment in Folksamerica, Montpelier Re, MSA, and Peninsula. 6 P ARENT C OMPANY “L OOK T HROUGH ” I NCOME S TATEMENTS Year Ended December 31, 2001 2000 (Unaudited) In millions of U.S. dollars After tax comprehensive net income (loss) of affiliates (see Note): Financial Security Assurance [a] OneBeacon [b] Folksamerica Main Street America Peninsula Deferred credit amortization Other [c] Total after tax comprehensive net income (loss) of affiliates $ Parent company activities: Net investment income Realized and unrealized investment gains (losses) Other revenues Total revenues 0.0 (203.7) (25.6) 3.1 (0.6) 77.5 (38.4) (187.7) $ 13.6 (0.7) 4.7 17.6 318.6 0.0 28.7 7.2 1.9 20.7 90.4 467.5 20.0 21.9 0.4 42.3 Operating expenses Series B warrant expense Interest expense and other Total expenses 5.4 58.8 50.1 114.3 42.0 0.0 7.9 49.9 Pretax parent company comprehensive net loss Parent company income tax provision (benefit) Parent company comprehensive net loss (96.7) (5.9) (90.8) (7.6) 12.3 (19.9) Comprehensive net income (loss) before subsidiary preferred stock items Dividends and accretion on subsidiary preferred stock Comprehensive net income (loss) (278.5) (23.3) $ (301.8) Note: Represents White Mountains’ share of each of our affiliates’ comprehensive net income (loss) after certain White Mountains’ tax accruals and accounting adjustments. See pages 16 through 18 for each affiliates’ stand alone results. [a] [b] [c] Sold to Dexia S.A. in July 2000. Excludes Folksamerica, Monteplier Re, MSA and Peninsula results. 2000 includes $95.0 million tax benefit from the sale of Fireman’s Fund Insurance Company. 7 $ 447.6 0.0 447.6 OneBeacon Dear Fellow Shareholders, The year 2001 has come and gone, but it will long be remembered. We closed the CGU acquisition on June 1st and relaunched the company as OneBeacon Insurance. In early September, we announced a partnership with Liberty Mutual that transfers 40% of our renewal book to their Regional Agency Markets group effective November 1st. In the meantime, the sobering events of September 11th altered the face of reinsurance business. Late in the year, we moved quickly to put significant amounts of capital to work in the reinsurance business to take advantage of the hardening market. We allocated an additional $400 million to Folksamerica and invested $180 million in Montpelier Re, a start-up we helped launch. Significant changes that add up to a major repositioning of your company. I am optimistic that they will lead to positive operating returns going forward. Our first move as new owners of OneBeacon was to fix the balance sheet. In fact, it required more than $3 billion worth of fixing between December 2000 and June 2001. We purchased a full risktransfer cover for our old claims, mostly 8 Ray Barrette Chairman and Chief Executive Officer asbestos and environmental, from National Indemnity, an AAA rated company. The $2.5 billion limit on the cover should take care of all likely claim scenarios. Overall, our assets and liabilities are now stated at realistic values. What we have going forward is an operating challenge. The 2001 operating numbers are not pretty. The “natural trade” ratio is 120% on $3.9 billion of earned premiums. “Natural” refers to the accounts of the company excluding the purchase accounting adjustments and retroactive reinsurance transactions completed at acquisition. The natural accounts reflect our best estimate of the current profitability of the acquired book. “Trade” ratio is a modified combined ratio that divides general operating expenses by earned OneBeacon premiums, rather than by written premiums as is usually the practice; we think of it as a quick GAAP adjustment and a better measure of results. Our goal is to get our “core”—or ongoing—operations to a 100% trade ratio or better by 2003, and to keep it below 102% going forward on our total book. Can we get there? We think so. Thanks in good measure to John Gillespie and our investment staff, we have emerged from the September 11th events in good financial health and in an environment where most underwriters are more disciplined. We do not know how long this is going to last, but it’s a good time to be fixing our business. For the ongoing or “core” operations, the 2001 accident year trade ratio was around 113% including the WTC claims and 108% excluding them. Our total focus on pricing, re-underwriting and better claims management since June 2001 should contribute significant improvements to those results in 2002 and beyond. The rest of the book will run-off quickly. The quota share taken back on the renewals transferred to Liberty RAM will expire on October 31, 2003 and those premiums will be fully earned by year-end 2004. Almost all of the other businesses being shut down, such as National Accounts and Programs, will also be gone by year-end 2003. So the book will be quite a bit smaller. How small will depend on the market conditions over the next 12-18 months. But that’s just fine. We’d rather be small and profitable, than large and sub-par. All of our actions are directed at emerging in 2003 as a profitable underwriting company in the Northeast and in selected national specialty markets. Our regions are focused on medium and small commercial accounts produced by professional independent agencies that are true partners. We differentiate ourselves through our closeness to our agents and markets, enabled by our strong local staff; our superior claim service; and our resolute focus on results. In personal lines, our book is weighted toward auto in New Jersey, Massachusetts and New York, three states with difficult regulatory environments. In each state, we are putting in place a dedicated management team that is very focused on protecting our profitability. In the specialty markets, OneBeacon has nurtured several superior businesses, such as International Marine Underwriters in the ocean marine business and A.W.G. Dewar in the tuition reimbursement business. And we are building more niche businesses as we find strong management teams in need of good owners. This, however, will not divert our attention from the primary goal of fixing our standard property and casualty business. One specialty business we entered into late in the year was the New York Limited Assignment Distribution (LAD) business. This may be a strange label, but essentially it’s a business where other insurance carriers pay us significant fees to assume their portion of the compulsory personal auto business that is assigned to them 9 OneBeacon 2001 Premiums Ongoing vs. Discontinued Operations (millions) 2250 2250 $1,989 2000 1750 2000 1750 1500 1500 $1,355 1250 1250 1000 1000 750 750 500 250 500 250 $123 0 0 specialty run-off liberty mutual run-off ongoing Ongoing 2001 Trade Ratios Ongoing vs. Discontinued Operations (percent) 180 180 167% 160 160 140 140 122% 120 113% 120% 117% 100 108% 120 100 80 80 60 60 40 40 20 20 0 0 specialty run-off liberty mutual run-off excludes World Trade Center losses ongoing total World Trade Center losses OneBeacon 2001 Ongoing Premiums specialty 18% personal 43% commercial 39% OneBeacon based on their voluntary market share. Since last year, that business has been exploding due to the collapse of New York’s non-standard auto market resulting from uncontrolled claims fraud and inadequate rates. In turn, there’s a dearth of reputable companies willing to build the underwriting and claims infrastructure necessary to assume this kind of business. We recruited two old friends, Al Kaltman and Carey Benson, and together they set up shop in just a few weeks. Operating under the trade name AutoOne, they are putting together a great team of professionals that will deliver superior results for OneBeacon. And speaking of a great team, it’s happening everywhere at OneBeacon. John Cavoores was named President and COO in December. He is playing a key role in making sure that we don't miss the hard market. Working with John and me are a few old friends, several excellent new partners and a core team of former CGU managers who eagerly responded to the White Mountains call to action to fix the business as fast as possible. We now have stronger teams in essentially all areas of the company. 10 After the Liberty transfer, our active staff count is down to 4,200 compared to 7,300 a year ago. Our cost structure remains high but we are focused on fixing our loss ratio first. In time, expenses will be in line. In the meantime, we need to fix our information systems and update our infrastructure. The message to our staff and agents is that this company will spend money to save money. OneBeacon will have plenty of opportunities for good people who can make good things happen. This is certain to be another exciting year for your company. We should begin to realize the benefits of some of our many actions. We will continue to look for opportunities to improve our current businesses and capitalize on new ones. And like our lighthouse logo, all of us at OneBeacon are on course toward a brighter tomorrow. Respectfully submitted, Ray Barrette Folksamerica Steve Fass President and Chief Executive Officer Dear Fellow Shareholders, The year 2001 was a year we will never forget. The momentum for favorable changes in reinsurance fundamentals that began to show up in late 2000 continued through the mid-year renewals. Most reinsurers began to recognize the depths to which pricing had fallen—as we did a year ago—and the effects started to show in their earnings releases. Many reported reserve charges and elevated combined ratios. Fundamentals were gradually on the mend, until the unthinkable events of September 11th. We will be ever thankful that although most of our New York employees were in the office at One Liberty Plaza and were eyewitnesses to the tragedy, all escaped without physical harm. Our CFO, Mike Tyburski, accurately describes our company’s readiness for this situation. “We were about as well prepared as we could be for an event for which you could never be prepared.” Our disaster recovery procedures ran like clockwork. Our remote back-up computer facility in Orange County, New York was activated and our MIS staff had our systems up and running within days. We moved to temporary space in several locations, including space in OneBeacon’s New York branch, and restored “normal” operations in a week. Our staff demonstrated their skill, spirit and resilience. I am extremely proud of this dedicated group of professionals. I am happy to report that we regained full access to our home office space in early December. Most of our New York employees moved back just after the New Year and are happy to be back in familiar surroundings although those surroundings are a solemn reminder of the tragedy. Since September 11th, the insurance and reinsurance markets have been in a state of turmoil. Many companies suffered losses many times the size of those brought by Hurricane Andrew, formerly the largest industry loss. Fortunately, our conservative portfolio management approach and prudent reinsurance purchases helped contain our net loss to $25 million; although a meaningful sum it will not significantly impact our strong financial foundation. As in any time of chaos, there are usually ample opportunities for the strong and nimble; the last four months have been just that. Uncertainty as to availability of reinsurance capacity, and concerns about coverage for future terrorist acts, drove the expectation of increasingly favorable terms and conditions as we headed into the January renewals. The prospect of a suddenly “hard” reinsurance market, particularly for large commercial property exposures, attracted significant amounts of new capital. Folksamerica is a beneficiary of this capital raising in a big way. 11 (millions) Investment Assets and Capital 2000 2000 $1,826 1800 1800 1600 1600 1400 1400 1200 1200 1000 $945 1000 800 800 600 600 400 400 200 0 200 1995 1996 GAAP equity 1997 1998 1999 total indebtedness 0 2000 2001 total investment assets In December, we forged an important partnership with Olympus Re, a new property excess reinsurance company domiciled in Bermuda. Olympus Re, with a unique, focused business plan, attracted over $500 million of fresh capital. Olympus Re’s appetite for excess property risks will be fed by several sources, the most significant being a 75% quota share of Folksamerica’s property writings. Recognizing the rapidly changing market and the opportunities it presented, White Mountains contributed $400 million to Folksamerica in December. Coupled with the expanded capacity provided by the quota share partnership with Olympus Re, Folksamerica’s underwriters were fully equipped to participate in the opportunities created by the market turmoil during the January renewal. Unlike some of the other new off-shore vehicles, Folksamerica was able to leverage existing relationships and continuity of service to create an advantage — cedents and intermediaries know Folksamerica’s name, people and parentage — we were clearly a familiar and trusted port in the storm. In addition, in December we entered into an agreement with White Mountains’ newest affiliate, White Mountains Folksamerica Folksamerica employees and their families gathered at Steve Fass’ home on September 23rd for a group hug. Folksamerica’s offices were damaged by the tragic events of September 11th, but thankfully all employees were safely evacuated. They were relocated to various temporary offices while repairs were completed and then reunited early in 2002. Underwriting which will concentrate on non-U.S. based ceding companies and will become an important contributor to Folksamerica’s future earnings. The capital contribution mentioned above brought Folksamerica’s total capitalization to approximately $900 million including statutory surplus in excess of $800 million; a long way from the $120 million the company had when White Mountains made its initial investment in 1996. We have reached a goal: to be one of the top-ten reinsurers before there are only ten left. Our company is the 8th largest domestic reinsurer and 4th largest market for broker business. The new balance sheet weight and Folksamerica’s quality reputation as a financially secure and responsible market served us well across all lines of business. We have always performed at our best during turbulent times and we are excited by the opportunities we see. To help capitalize on these opportunities, Michael Maloney, a long-time and highly respected friend, joined our senior management team in December. We have known Mike for most of his 25-year career, much of it with the Zurich organization. Mike joined in time to make a meaningful contribution to our January 1 renewal efforts. Chairman Jack Byrne participates in the facepainting activities at Steve Fass’ September 23rd employee gathering. 12 Folksamerica On the surface, Folksamerica’s results for 2001 were disappointing by most performance yardsticks—a decline in tangible book value of 12% on a comprehensive loss of $26 million and a combined ratio of 125%. However, considering the WTC loss and the number of other meaningful property catastrophe losses, our performance was respectable. In 2001, Folksamerica Re Solutions, (Solutions), our “exit visa” boutique established last year, closed its first transaction. Solutions covers the middle market, and opportunities for smaller transactions have been plentiful. John Liberator, Solutions’ President and his team put together a wonderful transaction which closed in the third quarter. The California Insurance Department was faced with a dilemma. A small cooperative insurer, California Farm Bureau Insurance Company (C/F) was put into supervision in the mid-1980’s, as they were believed to be insolvent. Aside from providing light farm owners coverage, C/F became involved in providing financial guarantees—nothing like sticking to what you know best. The financial guarantee business was the major culprit. However, over the last 16 years, the Insurance Department was able to effectively settle virtually all claims and the build up of investment income created quite a nice pot of investment assets and almost $65 million in surplus! Where’s the problem, you say? The Insurance Department was not inclined to return C/F and its surplus to the original co-operative owners, as they lacked the capability to run an insurance company. Enter Folksamerica with a Solution. John and his team did extensive claims and legal due diligence to substantiate the remoteness of additional claim activity and negotiated an excellent transaction for all parties. In a series of simultaneous transactions, the former cooperative owners regained control of C/F and sold the company to Folksamerica for two-thirds of book value—half the purchase consideration coming in the form of an adjustable purchase note providing a significant indemnity against adverse development. Clearly, a WIN-WIN-WIN transaction. The regulatory dilemma was solved, a significant amount of cash was returned to the former owners and Folksamerica took on a small reserve portfolio with significant downside protection at a price that yields a $20 million pre-tax economic windfall! This is exactly the type of transaction our Solutions team is looking for. Stay tuned, there are a few more in the pipeline. Although performance for the last three years has been dramatically impacted by the prolonged soft market and significant property catastrophe activity, our team has navigated the extended poor market conditions in a way which has preserved the quality investments in our portfolio and broadened our skill-base and product offerings through well structured transactions. We go into 2002 with a strong balance sheet and capital position. Considering the significant improvements in pricing, terms and conditions we are looking to make some serious hay in the near term. Respectfully submitted, Steve Fass 13 Folksamerica Written Premiums (millions) 700 700 $643 600 600 500 $459 500 400 400 300 300 200 200 100 100 0 0 1995 1996 1997 1998 gross (percent) 1999 2000 2001 net Folksamerica Combined Ratio 140 140 125% 120 120 100 100 80 80 60 60 40 40 20 20 0 0 1995 1996 1997 1998 loss and lae 1999 2000 commission Folksamerica Premiums Marine 7% A&H 4% Property 30% Casualty 59% 2001 expense White Mountains Insurance Group, Ltd. Dear Fellow Owners, Investment Management Activities The White Mountains investment program seeks to maximize risk adjusted total return. Capital preservation is paramount. Reported investment income is a secondary consideration. Our investment posture has changed little in the past year. We have a small equity exposure, a high quality fixed income portfolio with an intermediate duration, and a significant cash cushion. Despite the largest bankruptcies imaginable—Argentina and Enron; despite the unspeakable tragedy of 9-11; despite the continuing collapse of the technology and telecom stocks; the big story of 2001 for financial markets was the Federal Reserve and its eleven consecutive discount rate reductions. We finished the year at 1.25%, a discount rate last seen in 1948. Long-term bonds benefited from the lower interest rates, although much of the positive impact was mitigated by a steepening yield curve. Quality spreads widened with yields declining more for higher rated bonds. Investors continue to sacrifice yield for lower risk. Equities were down for the second consecutive year. The last time this happened was 1974, and by the way the S&P 500 has never fallen three years in a row during its 60-year history. While it is often difficult to single out the “true” reason for stock price declines, disappointing earnings, extended valuations, and investors’ justified fears over aggressive accounting seem more than enough. 14 John D. Gillespie Managing Director, Investments & Capital The asset allocation remains ultra conservative. We have about 96% in bonds and cash. This conservative portfolio has not cost us financially over the past year. In a period when it has been easy to lose money, we have made some. Consolidated Investment Portfolio as of December 31, 2001 (In millions of U.S. dollars) Short-term investment $2,546 28% Fixed income securities 6,128 68% Common stocks 174 2% Other investments 158 2% Total $9,006 100% Our fixed income securities are typically A rated or better, non-callable and have an approximately 5 year duration. They are spread out along the maturity spectrum. More than half of this fixed income White Mountains Insurance Group, Ltd. portfolio is in creditworthy, liquid corporate bonds. We also have a significant position in Treasury Inflation Protected (TIP) securities at longer maturities. Given our perception of unattractive investment opportunities, the operational challenges facing OneBeacon, and the necessary asset disposals related to the Liberty Mutual transaction, we expect to continue our emphasis on a high quality, lower risk portfolio. We expect interest rates to rise over the course of 2002, making it very difficult to earn the stated coupon on long bonds. As a result, we will keep the maturities (and duration) of the fixed income portfolio reasonably short. If anything, the outlook for equities is worse than for bonds. Market valuations are stretched, and the earnings recovery we anticipate is of uncertain timing. (An “Enron Effect” seems certain to tighten heretofore very loose accounting standards and hurt reported results.) That said, we are gradually accumulating reasonable “value” stocks at what we think are attractive prices—so far we are up to 2% of invested assets. Despite our pessimism concerning financial markets, we generally believe in a classic economic recovery. Yes, we have severe problems, including a frightening current account deficit; yes, the typical rebounds of housing and autos will probably be muted; but inventories are awfully low and there is plenty of credit available. The extraordinary expansion of the last decade is over. Inflation and interest rates are low. Corporate profits are in recession. Stocks and bonds appear fully priced against this mixed backdrop. We are poised to react to any fat pitches that present themselves. In the meantime our positioning is appropriately conservative. We hold firmly in mind the two cardinal rules of investing: 1. Do not lose your money. 2. Always remember rule number 1. Capital Management Activities On the capital management front, 2001 was an eventful year. After a decade of returning capital to stakeholders, we reversed course in the first part of 2001 and raised over $1.5 billion in new capital in conjunction with the acquisition of OneBeacon. This included $300 million in new equity capital (preferred stock and warrants) from our associates at Berkshire Hathaway. On a fully converted basis the warrants make Berkshire our largest stakeholder—Jack reluctantly agreed to cede this proud position to Warren. In addition, another $441 million in new equity capital was raised from a group of private investors whom we fondly refer to as our “friends and family”. Lehman Brothers did a great job of arranging an $875 million credit facility on our behalf; $825 million of this facility was drawn at the closing of the acquisition. We think in terms of a 20% debt to total capital ratio as being the right amount of leverage for our business over the long term. We will look to reduce our financial leverage to this level over the next couple of years. In response to the favorable conditions in the reinsurance marketplace resulting from the tragic events of September 11, we played a lead role with our associates at Benfield Group and Bank of America in raising $1 billion in capital for Montpelier Re, a Bermuda based reinsurance start up. Montpelier is capably led by Tony Taylor, a legendary underwriter and one of the “Three Kings” at Lloyds. OneBeacon invested 21% of the equity capital, $180 15 million, and White Mountains, as a whole, received 25% of the economic ownership, including our founder’s warrants. Last but not least, OneBeacon contributed $400 million to Folksamerica just prior to year end. With over $800 million in statutory surplus in Steve Fass’ capable hands, the team at Folksamerica was able to fully participate in the January 2002 renewal season. Respectfully submitted, John Gillespie INSURANCE OPERATIONS - SUMMARY FINANCIAL INFORMATION ONEBEACON [a] [b] (Unaudited) In millions of U.S. dollars 2001 Balance sheet data: Total investments Total assets Loss and loss adjustment reserves Unearned premium reserve Shareholder’s equity $ 6,858.4 13,009.7 8,425.2 1,612.0 1,755.8 Income statement data: [c] Net written premium Earned premium Net investment income Net loss Comprehensive net loss $ 1,875.4 2,208.2 228.4 (152.8) (203.7) 2001 trade ratios: Loss and loss adjustment expense Underwriting expense Combined White Mountains data: Investment in OneBeacon [b] Net loss recorded Comprehensive net loss recorded 88.0% 32.1% 120.1% $ 1,755.8 (152.8) (203.7) [a] Acquired on June 1, 2001. [b] Excludes $1.2 billion investment in Folksamerica, Peninsula, Montpelier Re and MSA. [c] Income statement data is for the seven months ended December 31, 2001. (Unaudited) In millions of U.S. dollars FOLKSAMERICA 2001 2000 Balance sheet data: Total investments Total assets Loss and loss adjustment reserves Unearned premium reserve Deferred credit Shareholder’s equity [a] $ 1,718.8 3,040.5 1,584.8 158.8 41.1 836.9 $ Income statement data: Net written premium Earned premium Net investment income Net loss Comprehensive net income (loss) $ $ Statutory ratios: Loss and loss adjustment expense Underwriting expense Combined White Mountains data: Investment in Folksamerica Net loss recorded Comprehensive net income (loss) recorded 458.7 421.5 45.5 (12.8) (25.6) 92.0% 33.4% 125.4% [a] Includes $400 million capital contribution in 2001. [b] Includes a $195.0 million inter-company note between White Mountains and Folksamerica. 16 $ 836.9 [a] (12.8) (25.6) 1,490.6 2,683.7 1,500.7 171.9 55.2 284.8 332.6 312.5 57.5 (5.5) 28.7 88.3% 38.0% 126.3% $ 479.8 [b] (5.5) 28.7 INSURANCE OPERATIONS - SUMMARY FINANCIAL INFORMATION (Unaudited) In millions of U.S. dollars FUND AMERICAN RE 2001 Balance sheet data: Total investments Total assets Loss and loss adjustment reserves Unearned premium reserve Shareholder’s equity $ 88.3 126.3 25.8 31.7 63.9 Income statement data: [a] Net written premium Earned premium Net investment income Net income Comprehensive net income $ 0.5 2.9 [b] 2.4 [b] White Mountains data: Investment in Fund American Re Net income recorded Comprehensive net income recorded $ 63.9 2.9 [b] 2.4 [b] [a] Fund American Re acquired the renewal rights of certain of Folksam International Insurance Company’s business on December 20, 2001 and began renewing the Folksam book on January 1, 2002. No premium or insurance operating results were recorded in 2001. [b] Includes $3.0 million gain from the bargain purchase of net assets acquired from Folksam. (Unaudited) In millions of U.S. dollars PENINSULA 2001 2000 Balance sheet data: Total investments Total assets Loss and loss adjustment reserves Unearned premium reserve Shareholder’s equity $ 40.2 55.1 18.4 12.0 22.4 $ 42.2 56.3 19.9 9.9 23.7 Income statement data: Net written premium Earned premium Net investment income Net income (loss) Comprehensive net income (loss) $ 28.3 26.4 2.2 (0.6) (0.6) $ 22.7 21.5 3.2 1.0 1.9 Statutory ratios: Loss and loss adjustment expense Underwriting expense Combined White Mountains data: Investment in Peninsula Net income (loss) recorded Comprehensive net income (loss) recorded 82.9% 27.0% 109.9% 17 $ 22.4 (0.6) (0.6) 72.4% 30.9% 103.3% $ 23.7 1.0 1.9 INSURANCE OPERATIONS - SUMMARY FINANCIAL INFORMATION (Unaudited) In millions of U.S. dollars MAIN STREET AMERICA 2001 2000 Balance sheet data: Total investments Total assets Loss and loss adjustment reserves Unearned premium reserve Shareholders’ equity $ 412.3 653.8 209.8 149.9 262.3 $ 449.0 608.7 202.1 129.6 253.8 Income statement data: Net written premium Earned premium Net investment income Net income Comprehensive net income $ 306.8 286.6 22.3 6.8 8.5 $ 265.4 254.1 23.5 3.8 16.4 Statutory ratios: Loss and loss adjustment expense Underwriting expense Combined White Mountains data: Investment in Main Street America [a] Net income recorded [b] Comprehensive net income recorded [b] 65.2% 34.5% 99.7% $ 133.7 2.2 3.1 [a] Includes related goodwill of $2.5 million and $3.7 million at December 31, 2001 and 2000, respectively. [b] Recorded net of related goodwill amortization. MONTPELIER RE (Unaudited) In millions of U.S. dollars 2001 Balance sheet data: Total investments Total assets Loss and loss adjustment reserves Unearned premium reserve Shareholders’ equity $ 991.0 1,021.8 0.0 0.2 860.7 Income statement data: Net written premium [a] Earned premium [a] Net investment income Net loss [b] Comprehensive net loss [b] $ 0.2 0.0 1.1 (61.6) (59.7) White Mountains data: Investment in Montpelier Net loss recorded Comprehensive net loss recorded $ 177.4 (3.0) (2.6) [a] Montpelier Re commenced operations in December 2001 with the majority of its business effective January 1, 2002. Premiums recorded for 2001 are immaterial. [b] Includes a $61.3 million adjustment for the fair value of warrants issued as consideration for capital raising services. 18 69.8% 33.5% 103.3% $ 130.6 1.0 7.2 White Mountains’ Operating Principles WE CARE MOST ABOUT... Underwriting Comes First An insurance enterprise must respect the fundamentals of insurance. There must be a realistic expectation of underwriting profit on all business written, and demonstrated fulfillment of that expectation over time, with focused attention to the loss ratio and to all the professional insurance disciplines of pricing, underwriting, and claims management. Maintain a Disciplined Balance Sheet The first concern here is that insurance liabilities must always be fully recognized. Loss reserves and expense reserves must be solid before any other aspect of the business can be solid. Pricing, marketing, and underwriting all depend on informed judgement of ultimate loss costs and that can be managed effectively only with a disciplined balance sheet. Invest for Total Return Historical insurance accounting has tended to hide unrealized gains and losses in the investment portfolio and over reward reported investment income (interest and dividends). Regardless of the accounting, the group must invest for the best growth in value over time. In addition to investing our bond portfolios for total after tax return, that will mean prudent investment in equities consistent with leverage and insurance risk considerations. Think Like Owners Strategic Purchases Thinking like owners has a value all its own. There are other stakeholders in a business enterprise and doing good work requires more than this quarter’s profit. But thinking like an owner embraces all that without losing the touchstone of a capitalist enterprise. We have never made a strategic purchase... maybe we will someday. We often sell to strategic buyers. Our problem is we really don’t have much of a strategy other than to increase intrinsic business value per share. WE DO NOT CARE MUCH ABOUT... Reported Operating Earnings According to Generally Accepted Accounting Principles Trying to produce a regular stream of quarterly operating earnings often produces disaster. Trying to manage your company according to generally accepted accounting principles can often be silly. As our friend says, we would rather produce a lumpy 99 than a regular 103. We prefer to measure ourselves as we would hope owners measure us by growth in intrinsic business value per share. PUTTING OUR CAPITAL TO WORK... Intellectually we really don’t care much about leaving our capital lying fallow for years at a time. Better to leave it fallow and to wait for the occasional high return opportunity. Frankly, sometimes shareholders would be better off if we just all went to play golf. Overall, we should be students of capital and business. Adam Smith had it right: “Capital will flow according to its own nature; the invisible hand.” If we do not earn and deserve our owners’ capital, we will not long have it. Growth In Revenues We applaud owners who reward executives on premium growth. This often provides fine opportunities for us later. Market Share Often introduced by business consultants. In our personal experience chasing market share has produced the biggest disasters in our business. Often we have profited later from that excitement. 19 We also admire Benjamin Graham who said: “In the short run the market is a voting machine; in the long run it is a weighing machine.” A Tribute To Jack Byrne, Insurance Leader of the Year Jack hired a Latin translator who tells us that “Ex Agendo Aestimemur” means “long overdue.” The true scholars among us know that it means “Let us be judged by our deeds.” Either way—a fitting tribute to a long and illustrious career. “Atta Boy, Jack!” 20 Corporate Information CORPORATE HEADQUARTERS White Mountains Insurance Group, Ltd. Crawford House 23 Church Street Hamilton HM 11 Bermuda Tel: (441) 296-6011 Fax: (441) 296-9904 MAILING ADDRESS White Mountains Insurance Group, Ltd. 12 Church Street Suite 322 Hamilton HM 11 Bermuda PRINCIPAL EXECUTIVE OFFICE White Mountains Insurance Group, Ltd. 28 Gates Street White River Junction, Vermont 05001 Tel: (802) 295-4500 Fax: (802) 295-4550 REGISTERED OFFICE White Mountains Insurance Group, Ltd. Clarendon House 2 Church Street Hamilton HM 11 Bermuda FORM 10-K For comprehensive audited financial statements, please refer to the “Annual Report on Form 10-K” to be filed with the Securities and Exchange Commission no later than April 1, 2002. Copies of the Form 10-K are available without charge upon written request to the Corporate Secretary’s office at the White River Junction, Vermont address. STOCK EXCHANGE INFORMATION The Company’s Common Shares (symbol WTM) are listed on the New York Stock Exchange. TRANSFER AGENT AND REGISTRAR FOR COMMON SHARES EquiServe Trust Company, N.A. P.O. Box 2500 Jersey City, New Jersey 07303 Shareholders may obtain information about transfer requirements, replacement dividend checks, duplicate 1099 forms and changes of address by calling the Transfer Agent’s Telephone Response Center at (201) 324-1644 or visiting their web site at www.equiserve.com. Please be prepared to provide your tax identification or social security number, description of securities and address of record. Other inquiries concerning your shareholder account should be addressed in writing to the Transfer Agent and Registrar. WWW.WHITEMOUNTAINS.COM All reports, including press releases, SEC filings and other information for the Company, its subsidiaries and its affiliates are available for viewing or download at our website. Please visit us. BOARD OF DIRECTORS John J. Byrne, Chairman and CEO White Mountains Raymond Barrette, Chairman and CEO OneBeacon Mark J. Byrne, President and CEO West End Capital Management Limited Patrick M. Byrne, Chairman and CEO Overstock.com Howard L. Clark, Jr., Vice Chairman Lehman Brothers, Inc. ANNUAL MEETING The date of the 2002 Annual General Meeting of Members, will be held on Monday, May 20, 2002, at The Princess Hotel, Hamilton, Bermuda and will commence at 9:00 a.m. Atlantic time (8:00 a.m. Eastern time). ANALYST MEETING The Company will hold its annual analyst meeting on Thursday, May 23, 2002. Please refer to the Company’s Notice of 2002 Annual General Meeting of Members and Proxy Statement or its website for further details. SHAREHOLDER INQUIRIES Written shareholder inquiries should be sent to the Corporate Secretary at the White River Junction, Vermont address. Written inquiries from the investment community should be directed to the Investor Relations Department at the White River Junction, Vermont address. Robert P. Cochran, Chairman and CEO Financial Security Assurance Holdings Ltd. Steven E. Fass, President and CEO Folksamerica George J. Gillespie, III, Partner Cravath, Swaine & Moore John D. Gillespie, Managing Director OneBeacon K. Thomas Kemp, President White Mountains Gordon S. Macklin, Deputy Chairman White Mountains Frank A. Olson, Chairman The Hertz Corporation Joseph S. Steinberg, President Leucadia National Corporation Arthur Zankel, Sr. Managing Member High Rise Capital Management, LP 21 12 Church Street, Suite 322 Hamilton, HM 11, Bermuda Phone 441-296-6011 www.whitemountains.com Fax 441-296-9904